Felicity tells Noel that she found out she can't change her Organic Chemistry class, so now it's going to be awkward. I'm totally fascinated by the fact that Keri Russell can wear a camisole top and no bra underneath and look fine. So jealous. Noel is silent. Felicity asks whether he thinks she shouldn't take the class. Noel says that he was actually thinking about something else, and that he thinks Hannah wants to get back together with him. Felicity is suddenly paying very close attention, and asks what Hannah said, exactly. Noel says that Hannah said he had been on Hannah's mind a lot. Felicity thinks that Hannah is unbelievable. Noel admits that Hannah asked whether he'd ever thought about giving them another chance. Felicity says that Hannah does this every time she's there, and that it's "like a flashback within a flashback." Felicity suddenly realizes that she hasn't heard what Noel said, and asks, "What did you say?" Noel says that he left. Felicity asks why he didn't tell her about it last night. Noel says that it's stupid and doesn't mean anything. Felicity asks why he's telling her now. Noel says that he woke up this morning and realized that he doesn't want to keep anything from her. Felicity asks if that's true, or if he secretly wants to be with Hannah. Throughout, Felicity is asking these questions in the manner of the Spanish Inquisition. Noel says that he doesn't want to be with Hannah, and that he's not even going to do her website. Felicity intensely says that she's come too far for Noel to end up with Hannah. Noel agrees.